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1. |
Introduction and Definitions |
| 1.1. |
This Service Membership Agreement OR the Agreement is made by and between British Flowers, 39a Queen Street, Edinburgh EH23NH and you, as user of the Affiliate service the Affiliate. |
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1.2. |
In this Agreement the following words and expressions shall have the following meanings. the Commission means the rate of commission paid by Merchants to Affiliates, Links means the hyperlinks (whether text, a button, a banner or any other acceptable Affiliate format) to the Merchant Website in the form specified by or agreed with the Merchant placed on an Affiliate's site that, when clicked on serves a Merchant's Web page to the user's browser. "Merchant" means the person or entity participating in the Service who rewards Affiliates for placing Links on their site, "Merchant Website" means the Merchant's website, "Visitor" means any person, Web surfer or user that clicks on a Link, "Valid Click" is a click from a Affiliate's site to a Merchant's site that results in the Merchant's Web page being viewable to the visitor. A click is deemed valid by the System when it meets certain criteria as defined on the Web site or in this agreement, and which may change from time to time. |
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2. |
The Affiliate's Warranties and Obligations |
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2.1 |
The Affiliate confirms that it has read the documentation for the Service and understand its features and rules. As part of the registration process, an email and password combination will be selected enabling each Affiliate to access its specific area within the Service. Each Affiliate will provide with accurate, complete and updated registration information. Affiliates will not select the name of another person with the intent to impersonate that person or deceive other users as the Affiliate's true identity. |
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2.2 |
The Affiliate confirms to that the Affiliate. |
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2.2.1 |
it is not a private individual under 18 years of age, |
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2.2.2 |
it will continue to provide with accurate, complete and non misleading information regarding the Affiliate's identity and any other matters relevant to this Agreement, and |
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2.2.3 |
keep secure the password that the Affiliate selects that (in conjunction with the Affiliate ID) permits the Affiliate access to the Affiliate section of the Service website. |
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2.3. |
The Affiliate acknowledges that shall act upon any information or instructions that reasonably believes comes from the Affiliate and shall not be liable to the Affiliate if it does so. |
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2.4. |
The Affiliate shall immediately notify by email at
affiliate@british-flowers.com if. |
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2.4.1. |
the Affiliate believes that any unauthorised use has or may be made of the password referred to in 2.2.3, or |
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2.4.2. |
the Affiliate suspects or is aware of any other actual or possible abuses of the Service. |
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2.5. |
The Affiliate confirms to that. |
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2.5.1. |
it shall not provide with any information or with any materials that infringe the rights of any other person (including any intellectual property rights) and further acknowledges to at all times respect the intellectual property and other rights of and the Merchants, |
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2.5.2. |
it shall not copy or alter the code of any Link and the intellectual property rights of pertaining thereto are acknowledged, |
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2.5.3. |
none of the information or materials supplied by the Affiliate to shall be libellous, obscene, or abusive nor shall it breach any law or regulation or give rise to any legal claims of any sort, |
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2.5.4. |
it shall not provide, promote, distribute, place or otherwise publish any content, or Web site that includes content, which is
libellous, defamatory, obscene, pornographic, abusive, or otherwise objectionable, fraudulent or violates any law. As may not review all information provided, each Affiliate remains solely responsible for its content and Web site. |
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2.5.5. |
none of the sites on which the Affiliate places any Links shall be adult sites, or sites that display adult banners, sites that promote or condone violence, bigotry or hatred, or sites that promote any illegal activity including (but not limited to) warez, cracking, rom or emulator sites or hacking. The Affiliate's website or websites shall likewise not display or contain any information or materials of the kind referred to in this clause. |
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2.6. |
In the context of overseeing and administering the Service may monitor the Affiliates' websites and any links from them. |
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2.7. |
all content the Affiliate provides to the Service is solely owned by it or (if it is a person) provided with the express authority of the company so represented. |
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2.8. |
As a Member, Links may not be placed in newsgroups or unsolicited e-mail, Any Link placed must be done so in such a way that it is not misleading to any Visitor and done so with the intention of delivering Valid Clicks to the related Merchant for that Link. |
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2.9. |
reserves
the right to deem any site offering the
Service inappropriate and close down the
site in question or remove the Link (and
therefore the Service). In such
circumstances has the right to
withhold any money earned (or not banked) by
the Affiliate from use of the Service prior
to termination. |
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3. |
Payment |
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3.1 |
Once any particular purchase by a Visitor has been validated by a Merchant then the Merchant in question will pay the appropriate Commission on a monthly basis. It is envisaged that such payment will be made by the end of the month in which validation occurs and accordingly payment should be made to the Affiliate by the 30th day of the following month. Time shall not be of the essence regarding these payments and the Affiliate shall not be entitled to receive any interest that accrues on these sums whilst deposited with
. |
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3.2 |
shall
pay the Commission into the bank account it
is advised of by the Affiliate. In the event
that such payments are not banked by the
Affiliate within six months of deposit then
will be entitled to retain such monies. |
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3.3 |
Commission shall not be paid to an Affiliate if in any particular month it is less than (if paid by credit transfer) £25 or (if paid by cheque) £100. The sum in question shall be included into the first month's payment that aggregates the above thresholds. |
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3.4 |
is
an agent arranging payment of the Commission
to the Affiliates and is not responsible for
making any particular payments which will
always remain with the Merchants. |
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4. |
Links |
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4.1 |
Affiliates may at any time place and remove whatever Links on their site as they so elect. |
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4.2 |
Merchants may change or discontinue commission payments at any time. Affiliates are responsible for determining if a Merchant has changed or discontinued the commission payment for a Link placed on its site. The Merchant is responsible for informing the Affiliate of any such changes. will provide email support for the Service. |
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4.3 |
Affiliate data will be passed to Merchants. This information may be passed on to the merchants for their own use and the Merchants have covenanted to to abide by the provisions of the Data Protection Act 1998. |
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5. |
Further Duties |
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5.1 |
reserves
the right to change, modify, add or remove
portions of this Agreement at any time and
may add to, change, suspend or discontinue
any aspect of the Service at any time. In
either such case will notify Members
via e-mail, newsletter or the Web site
of such changes, at which time Members may
either agree to such changes or withdraw
from the Service. |
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5.2 |
The Affiliate shall keep all information disclosed to the Affiliate by on the Service Website or otherwise relating to 's business or affairs or the business or affairs of any Merchant or any potential Merchant strictly confidential unless one of the exceptions stated in clause 7.4 shall apply. |
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5.3 |
The Affiliate shall acquire no rights following the termination of this Agreement to use any registered or unregistered trade marks or domain names or any text, or images, banners or any other works created by or for or the Merchants. |
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6. |
Limitation of Liability and Indemnity |
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6.1 |
The Service, its use and the results of such use are provided "as is" to the fullest extent permissible pursuant to applicable law, disclaims all warranties express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, in relation to the Service, its use and the results of such use. without limiting the foregoing, specifically disclaims any warranty (a) that the Service will be uninterrupted or error-free, (b) that defects will be corrected, (c) that there are no viruses or other harmful components, (d) that the security methods employed will be sufficient, or (e) regarding correctness, accuracy, or reliability. |
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6.2 |
shall not be liable for (i) any indirect, special, incidental or consequential loss of any character arising out of the use of or inability to use the Service or any information provided on the web site or any other hyper linked web site, including, without limitation, damages for loss of goodwill, any lost profits, business interruption, loss of programs or other data on any Affiliate's information handling system or otherwise, even if has been advised of the possibility of such damages or (ii) any claim attributable to errors, omissions or other inaccuracies in the web site or any hyper linked web site. because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the above exclusion may not apply to the Affiliate in such jurisdictions, 's liability is limited to the smallest amount permitted by law. this paragraph will survive the failure of any exclusive or limited remedy. |
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6.3 |
is
the neutral host of the Service and has no
responsibility or liability in relation to
the arrangements that are entered into with
Merchants as part of the Service. Merchants
and Affiliates jointly and severally agree
to indemnify, defend, and hold harmless
and its affiliates, officers, directors,
employees and agents from and against any
and all liability, claims, losses, damages,
injuries or expenses (including reasonable
solicitor's fees) directly or indirectly
arising from or relating to any matter
related to this Agreement or the subject
matter hereof and any dispute relating
thereto. |
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6.4 |
makes
no representations whatsoever about any
other Web site which may be accessed through
the Service. In addition, a link to a non-
Web site does not mean that endorses
or accepts any responsibility for the
content or the use of such Web site. |
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7. |
Disclosure and Collection
of Information and Confidentiality |
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7.1 |
The Affiliate confirms that the following information may be posted on the Service Website. |
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7.1.1 |
the Affiliate's identity as one of the entities that has subscribed to the Service, and |
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7.1.2 |
any information (other than confidential information) that is submitted by the Affiliate to
. |
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7.2 |
The Affiliate confirms that in order to enable to improve and/or in order to promote or market the Service may produce statistics or summaries relating to the use of the Service, and |
|
7.2.1 |
may
contact the Affiliate by email, telephone or
post for feedback regarding the Service
including any ways in which it might be
improved. |
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7.3 |
None of the information referred to in clause 7.2 shall identify the Affiliate. |
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7.4 |
confirms
to the Affiliate that it shall keep all
information submitted by the Affiliate
confidential SAVE THAT it is agreed by the
Affiliate that may use the information
disclosed by the Affiliate for any purposes
that have been specified in this Agreement,
and the confidentiality obligations in this
clause shall not apply to any information
specified below |
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7.4.1 |
any information which comes into the recipient party's possession (from someone other than the party disclosing the information in question) with no obligation of confidentiality attached, |
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7.4.2 |
any information which is disclosed with the prior approval of the disclosing party, and |
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7.4.3 |
information which is either in the public domain or comes into the public domain through no act or omission of the party receiving the confidential information. |
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8. |
Term and Termination |
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8.1 |
This Agreement shall commence on the date of this Agreement and it may be terminated by either party at any time if five days written notice is given. |
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8.2 |
Either party may terminate immediately if the other is in breach of its obligations and in accordance with clause 2.9 if the Affiliate is in breach any such monies that would otherwise be due to the Affiliate from shall be retained by
. |
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8.2.1 |
The termination of this Agreement shall not limit the enforceability of any of the rights or obligations of the parties that accrued before the termination date |
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8.3 |
Upon the termination of the Agreement the Affiliate shall immediately remove all the Links from its sites and (for the avoidance of doubt) the Affiliate shall not be entitled to receive any Commission made on sales after the termination date. |
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8.4 |
Clauses 5.2 & 5.3 shall survive the termination of this Agreement. |
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9. |
General |
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9.1 |
This Agreement is personal to the Affiliate. |
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9.2 |
Except as provided for in clause 5.1 all notices proceedings or other formal documents to be served by either party on the other shall be delivered. |
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9.2.1 |
by hand to the other's address as set out at the head of this Agreement (or as subsequently notified in writing), or |
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9.2.2 |
by recorded delivery and all notices shall be deemed to be received upon delivery. |
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9.3 |
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such party. |
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9.4 |
This Agreement is governed and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts. |
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9.5 |
The Law of Contracts (Rights of Third Parties) Act 1999 is excluded |
